<DOCUMENT>
<TYPE>EX-99.2A CHARTER
<SEQUENCE>2
<FILENAME>certofamendto50kshares.txt
<DESCRIPTION>CERTIFICATE OF AMENDMENT FOR INCREASED
<TEXT>
                            CERTIFICATE OF AMENDMENT
                                       OF
            THIRD AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
                                       OF
                        LOCATEPLUS HOLDINGS CORPORATION
(adopted pursuant to Section 242 of the General Corporation Law of the State of
                                   Delaware)


LOCATEPLUS HOLDINGS CORPORATION,  a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware, DOES HEREBY
CERTIFY:

FIRST:  That, on January 26, 2009, a majority of stockholders consented to an
amendment to the Third Amended and Restated Certificate of Incorporation of the
Corporation to increase the number of shares authorized for issuance by the
Corporation from 25,000,000 shares to 50,000,000.

RESOLVED: That the Certificate of Incorporation of this corporation be amended
by changing the Article thereof numbered "FOURTH" so that, as amended, said
Article shall be and read as follows:

        The total number of shares of all classes of stock which the
        Corporation shall have authority to issue is Fifty Million (50,000,000)
        shares, consisting entirely of shares of  Common Stock, $0.01 par
        value per share (the "Common Stock").

SECOND:  That pursuant to resolution of its Board of Directors, in
accordance with Section 222 of the General Corporation Law of the State of
Delaware consents were collected representing the necessary number of
shares as required by statute in favor of the amendment.

THIRD:  That said amendment was duly adopted in accordance with the provisions
of Section 242 of the General Corporation Law of the State of Delaware.


    IN WITNESS WHEREOF, LOCATEPLUS HOLDINGS CORPORATION has caused its corporate
seal to be hereunto affixed and this certificate to be signed by James C.
Fields, its President and CEO, as of January 26, 2009


LOCATEPLUS HOLDINGS CORPORATION

By: /s/ James C. Fields
   --------------------
James C. Fields, President & CEO


</TEXT>
</DOCUMENT>